Web of Panic
by WeirdyMcWeirderton
Summary: What would happen if Tauriel wasn't there to save Kili from the spiders. This is an alternate ending to that scene and my story Spiders.
1. Chapter 1

AN: Okay everyone here is an alternate ending to the spider scene in DOS and my story Spiders (what if Tauriel didn't save Kili). The first little bit is from my story Spiders so for those of you who've read it, that's why it's familiar. I can't promise it won't be heart-breaking but I can promise it's not a death fic. Anyways, enjoy!

DISCLAIMER: I own nothing of The Hobbit or the movie.

"Come on, keep up!" Thorin shouts to Fili and Kili, having seen them lagging behind, as well as the rest of the company as he runs down the make shift path away from the spiders. Fili and Kili swiftly follow after them, running down the path. Kili hears a sound behind him and he stops, turning around and searching the forest but not seeing anything. Further down the path, a spider jumps in front of Thorin and the rest of the company, halting them in their escape. Thorin, who is in the lead, immediately raises his sword, readying himself for a fight. There is a noise from up in the trees and the company looks up to see an Elf running and sliding through the trees, jumping and grabbing the web the spider used to descend in front of the company. The elf, Legolas, slides down the web and lands on the spider, stabbing it and ending its life. Legolas surfs off it and lands in front of the Dwarves, his bow and arrow drawn and ready to fire. The Dwarves instantly go raise their weapons in defensive mode but find they are surrounded by a group of Elves with their bows drawn on them as well.

"Do not think I won't kill you dwarf. It would be my pleasure," Legolas says, glaring Thorin down as Thorin's sword has risen in defense.

"Help!" Kili's shout echoes through the woods, sending shivers down Fili's spine. Fili's eyes widen and he spins around, searching the woods behind him.

"Kili!" Fili shouts, taking a step forward. He had thought his brother was right behind him this whole time. Fili quickly begins moving towards where he has heard his brothers' shout but an Elf moves in front of him, his bow still pointing at him, his face void of emotion. Fili glares at him, his fists clenching as he wants to attack this Elf for daring to prevent him from helping his brother when he is in danger.

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Not seeing anything in the forest around them, Kili turns back around to catch up to the company, seeing them further down the path than he'd like. Fili's back is to him but Kili sees the spider descend from the treetops and stop their momentum. There is another sound behind Kili and he swivels around, readying his sword but it's knocked from his hand by a spider practically on top of him. Kili's eyes grow wide just before the spider attacks him and then send him to the ground. Kili hits the forest floor hard, the wind knocked out of him. He doesn't have time to react before the spider grabs his foot and begins dragging him along the forest floor away from the company, and more importantly, his brother.

"Help!" Kili shouts as his hands instantly begin grabbing at the ground for anything to stop the spider from dragging him to Mahal knows where. Kili notices more spiders appearing around him and knows he's not getting out of this one on his own. Kili feels the panic set in and he begins looking around for his brother, knowing he'd be there to help him out of this; Fili's always there. Only this time Fili isn't and Kili feels the dread sink into his stomach. The spider continues to drag Kili away from the company and Kili feels the panic starting to rise and his breath quickening. Before he realizes what he's doing, a panicked yell escapes him.

"Fili!"

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Fili finds himself at a standstill with the Elf in front of him, Fili glaring at him and the Elf staring emotionlessly back. Fili's whole body is tense, ready to attack the Elf to get to his brother. The next sound he hears makes his heart stop.

"Fili!" The sheer panic in his brothers' voice makes Fili's body move completely on instinct. The Elf moves in front of him, once again preventing Fili from getting to his brother and help him. Fili's glares turns ice cold and he notices the slight hesitation appear on the Elf's features.

"My brother is in trouble," Fili says lowly, his voice hard as steel. "Either move or I'll make you move."

The Elf shifts but doesn't move out of the way, not sure what to do; he can see this Dwarf means exactly what he says and, as talented of a warrior the Elf is, he can see this Dwarf will stop at nothing to get to his brother, even an Elf. Legolas' eyes dart to the young Dwarf, hearing the steeliness of the order. Thorin turns his attention to his eldest nephew, his eyes wide; he knows Kili is in trouble and he knows what Fili will do to get to his side. Legolas narrows his eyes at Fili for a moment before shouting an order to the Elf. The Elf glances at Legolas for a brief moment before stepping to the side and allowing Fili past. Fili wastes no time before he rushes towards his brother, stopping suddenly and turning back to face the Elf Prince. Legolas corks an eyebrow, a ghost of a smirk playing at the corner of his lips. Legolas tips his head just slightly and Fili hurries to the group, grabbing his sword and running back towards where he heard his brother shouting for help.

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Kili's eyes widen and he hastily begins grabbing at the ground once again when he sees where the spider is taking him. It's a clearing in the trees and in the middle of it is a giant, thick spider web; but that's not what has his panic rising up another notch. It's the bones and corpses of animals lying haphazardly around the forest floor; the ones with holes on multiple parts of their bodies that are more than likely spider bites. Their bodies are languished from the blood loss and Kili flinches when the spider drags him passed them, their empty eyes staring at him warning him to get away.

Kili hears the spider hissing and knows it's speaking but doesn't understand what it's saying; not sure if he really wants to either. The spider lets go of him for a brief second and Kili takes the moment to jump to his feet and sprint back the way they came. It's a brief moment of reprieve when the spider all but pounces on him and grabs his legs, wrenching to the ground and dragging him back. Kili hears a strangled cry and realizes it's him and he grasps at the ground in terror. It'd be a little different if he at least had a weapon to use, but he has nothing to fight back with; he has no way to protect his self.

He feels his fingers dig into the ground as the dirt and grass is dug up and frees his hands once again. Kili turns and begins kicking at the beast, trying anything to get away. It's short-lived though when the spider quickly begins spinning its web around his feet, effectively holding him tight. Before he can use his hands to grab at anything, the spider winds its web up to his arms, rendering his body useless. He, at least, is relieved to see the spider has left his face open for him to breath. Kili torques his head around trying to see anything that can help him, but comes up empty handed. A shadow above him draws his attention back and his eyes widen in horror when he looks up.

The spider is directly above him and its mouth is open, its fang extending towards him. Kili feels his breath quickening and he begins to squirm in panic, a small whimper escaping him. As the spider's fang descends upon him Kili realizes he wishes it just covered his face. In panic, Kili calls for the one person he has ever looked to for safety.

"Fili!"

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Fili runs through the forest keeping his eyes peeled for any signs of his brother. Fear begins to set in when he can't see any. Fili stops and listens; listens for anything that can help him find where his brother is. Fili hears his breath accelerating and tries to rein it back in, but the thought that his brother could be…_No, he's not. He's fine._ A strangled, fear filled yell has Fili's head whipping around.

"Kili," Fili whispers before he propels his body in the direction the yell came from. Fili rushes through the forest thinking there is no way Kili had gotten this far into it.

"Fili!" Fili stops dead in his tracks, the blood turning to ice at the pure panic in his brothers' voice. Fili turns his head, the call sounding only a short ways away. He swiftly runs through the trees in the direction the call came from. Fili bursts into a clearing and his feet skid to a stop, his eyes wide in horror. In the middle of the clearing is Kili, bound in a web, his head clear and a giant spider looming over him, its fang sinking into Kili's shoulder.

AN: Please review and give me some feedback! I have to say I'm really proud with how this story is turning out. Thanks for reading!


	2. Chapter 2

AN: Here's a quick chapter! Enjoy!

An angry battle cry explodes from Fili and he charges at the beast as he reaches behind him and grasps a dagger the Elves didn't find. He throws the dagger at the spider, hitting it in the face. The spider lets out a pained cry, ripping its fang out of Kili and stumbling backwards. Fili rapidly approaches the spider and slices it a couple times, sending it to the ground on its back, an indignant screech emanating from it. Fili ignores it and jumps on top of it and shoves his blade into the creatures' mouth so hard it comes out the other end. The spider tenses and then relaxes as the life leaves it and Fili leans on his sword breathing heavy. He hears a pained whimper coming from his brother and Fili looks over at his brother before jumping down from the spider and rushing over to Kili, dropping to his knees and checking his younger brother over.

"Kili? Kili?" Fili calls out for his brother, a hand brushing a stray strand of hair out of Kili's face. When Kili doesn't answer him, Fili turns his attention to the bite mark on Kili's shoulder caused by the spider's fang. Fili gently probes it earning a distressed groan from his brother. Fili flicks his eyes to Kili's face and his rest a hand on Kili's cheek, giving it a couple light taps. "Kili, wake up. Please."

Kili furrows his eyebrows and turns his head towards Fili's voice, another groan coming from his lips. Fili smiles slightly and his hand moves from Kili's face to his uninjured shoulder, giving it an encouraging squeeze. Fili looks around for anything to help him get his brother to safety but doesn't see anything; except long gouge marks in the dirt nearby. Fili looks down at Kili's hands and sees the dirt encrusted on his fingers and under his nails.

"Oh, Kili…" Fili whispers, his eyes softening and a wounded look appears on his face. Kili whimpers and a muffled word escapes his lips causing Fili's eyes to move back to his brothers' face. "Kili?"

Kili's head shifts and his face scrunches up in pain before another whimper leaks out. Fili's eyes flicker to the fang wound, not knowing how to help his brother. Fili knows Kili is in pain and it seems to be more than just the fang wound; he just doesn't know what.

"Fee…" Kili whimpers out, his head turning towards his brother again. Fili's breath catches in his throat and he watches his brother for a moment. _Get yourself together Fili; what would Thorin do_? Fili shoves his emotions down and he sits his brother up as carefully as possible. As Fili sits Kili up, a sharp cry emanates from Kili's lips and Fili almost drops his brother, but catches him before he falls back down.

"I'm sorry Kee…I'm sorry, but I have to get you help," Fili says before he grabs his brother and lifts him over his shoulder resulting in another whimper. "I'm going to get you help Kee…I'm going to get you better. I promise."

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Fili rounds the corner, seeing the company and Elves where he had left them. Kili was progressively getting worse, small whimpers escaping him every time the travel jarred him too much. Fili was beginning to feel the strain of carrying his brother's dead weight but refuses to give up until he gets Kili help.

Thorin glances down the path he saw his elder nephew disappear down earlier, having not heard anything in a while. The panicked shout of Fili's name had his blood running cold and the rest of the company had instantly quieted, listening for any signs of life. Thorin's eyes widen when he sees Fili carrying his younger brother on his back, trudging through the forest towards them.

"Kili," Thorin whispers causing the rest of the company to look at him and, seeing the direction of Thorin's stare, turn to see Fili carrying Kili as well. Fili gets to them and slowly, carefully sets Kili down on the ground, a pained cry escaping Kili's lips. Fili rests a hand on Kili's chest, his eyes pleading for him to wake up. Fili looks up at the Elves around him, his eyes resting on the Elf prince.

"Please…" Fili pleads as the emotion overwhelms his eyes. "Help him."

"Fili," Thorin warns his nephew from nearby, his voice low. Fili ignores him, not above pleading, even to Elves, to save his brother's life.

"Something's wrong. The spider…it bit him," Fili explains as he stares straight at Legolas. When Legolas doesn't move, Fili looks to the other Elves, but they don't move either. Legolas' voice brings Fili's attention back to him.

"It's too late. We can't do anything," Legolas says, then, turns to his guard, "We must get back."

Legolas turns to lead the group back to his city. Fili's emotion instantly turns to anger and he glares at the prince's back. Thorin is also glaring at the Elf, but the surprise is never there as he doesn't trust the Elves for anything.

"I will not have my brother die over this," Fili growls, his voice low and menacing. Legolas stops and turns around to look at the young Dwarf. He takes in the anger in Fili's face and body, but he notices something else. His eyes betray his body, showing the pain and panic, the loss of losing his brother. "The least you can do is _try_. _Please_."

Legolas cocks his head slightly, taking in the Dwarf before him, studying him for a moment. Fili can feel the panic rise in his once again, fear accompanying it, and his eyes begin to prickle as he holds back the emotion. Legolas glances at the Elf near Fili and nods his head before turning and continuing towards the city. Fili turns to see the Elf walk over and lift his brother up easily, following after their prince. The rest of the Elves round the Dwarves up and move them along towards the city as well. Thorin appears next to Fili, sending the Elf trying to make him move a glare.

"Fili," Thorin says and Fili looks up at his uncle and Thorin helps him to his feet. Fili sees the disappointment in his uncle's eyes and he turns his attention to the front of the line where he can barely see the Elf and Kili.

"I'm sorry Thorin," Fili says, not taking his eyes off his brother as they follow the group. Thorin opens his mouth to say something but Fili cuts him off unintentionally. "But for Kili's life…I'd do it again."

Thorin looks at Fili in surprise but Fili quickens his step and moves towards the beginning of the line, trying to get as close to his brother as he can. Thorin's body tenses, his jaw set. He feels something walk up next to him and he glances over to see Balin walking beside him. Balin glances over at the young heirs and then back at Thorin.

"It's not the help you want, but they are the only ones who can help Kili. Would you not do anything to save your nephew's life?" Balin asks, looking over at Thorin. Thorin doesn't say anything but his body relaxes. Balin nods his head and moves back up by his brother having received the reaction he wanted.

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The Elves lead the company down into the dungeons, the one carrying Kili going a separate way. Fili feels the panic rise up once again, not wanting to be away from his brother; he wants to be there when they heal him. The Elves begin putting the Dwarves into separate cells, the Dwarves grunting in annoyance and shooting glares at them. The Elf behind Fili reaches over and opens a cell door, pushing Fili inside it. Fili turns and looks at the Elf with wide eyes.

"Let me be with my brother," Fili says, taking a step forward but the Elf shuts the door on him.

"We will try to heal him, but you are still our prisoner," the Elf says before he turns and walks away. Anger rises up in Fili as he glowers at the Elf's back.

"You can't keep me from him! He's my brother! He needs me there!" Fili shouts after the retreating Elves, smashing a hand on the bars. Fili takes a step back and begins kicking at the bars of the cell door, trying to kick it open, growling in frustration when they don't budge.

"Leave it! There's no way out. This is no Orc dungeon; these are the halls of the Woodland Realm. No one leaves here but by the king's consent," Balin says to Fili and the other Dwarves who've been throwing themselves against their doors. Fili growls at the direction of Balin's cell.

"They have my brother! I should be there with him!" Fili shouts with a scowl on his face, banging his hand on the bars again.

"Fili…" Thorin says with his voice low but not threatening. Fili looks over at his uncle across the way, his eyes pleading for Thorin to make this better. Thorin gives him a sympathetic look before speaking further. "I'm sure they will bring him back when they are done healing him."

"You don't believe that! You hate the Elves!" Fili shouts in return, wincing inside at the raised eyebrow Thorin gives him for shouting at him. Fili lowers his gaze and rests his forehead on the bars in front of him and sighs before saying softly, "If they can even heal him."

AN: Please review and give me some feedback please! Love hearing from my readers and followers! Thanks for reading!


	3. Chapter 3

AN: Here is the last chapter! The first few sections are just thoughts from different characters since we've seen a lot from Fili's head. Enjoy!

Kili feels like his insides are on fire, just on verge of melting. He hears talking nearby, voices cold and hard; one voice rises above the others. _Fili_. Kili furrows his eyebrows but he doesn't spend much more time on it because the pain inside his body ratchets up another notch as he feels himself being moved once again. _Mahal, leave me alone_, Kili begs whoever is moving him.

The next time Kili's senses come to, the pain and fire is still there but he's not moving anymore. He's lying on something soft and he can hear chanting coming from nearby. He hears a whimper and then realizes it's coming from him. _Fili, where are you? What's going on?_ He can't hear his brother and Kili feels panic rise inside him, not knowing where he is and who is there. Suddenly, white hot pain scorches throughout his body and Kili lets out an anguished cry, his mind calling for his brother.

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Thorin looks over at his eldest nephew's cell; Fili had opted to sit on the floor, his back to the wall close to the cell door in hopes of seeing Kili's return. Fili's arms are crossed on his pulled in knees and his forehead resting on his arms. Thorin sighs; he doesn't trust the Elves but he hopes they are able to heal his youngest nephew. If they can't, he won't just lose Kili; he'll lose Fili as well. Suddenly, an anguished cry sound throughout the halls and the company instantly come to. Thorin jumps up and looks out and up where the Elves are. Fili's head whips up and he leaps to his feet, grabbing the bars and peering up where he thinks the sound came from.

"Kili!" Fili shouts, knowing that voice anywhere. His brother is in pain; insurmountable pain, and he isn't there to comfort him. Fili quickly swallows a sob and he drops to his knees, his hands sliding down the bars. Thorin closes his eyes, knowing Fili's conclusion is correct; that was Kili's voice. He hears something thud on the ground and he opens his eyes looking over at Fili's cell, seeing his nephew on his knees, his hands gripping the bars and his body tense. Thorin glances back up where Kili was taken and prays to the god's above. _Mahal, save him_.

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Legolas looks down at the young Dwarf on the bed before him. He has been told, _witnessed_, the pride and greed of Dwarves. They love their gold and precious gems; Legolas knows this. He's always believed this, but this Dwarf, and the other, has him thinking otherwise. The blonde one, Fili is it? Legolas saw the sheer panic in his eyes from even the thought of losing his brother. What did he say? _I will not have my brother die over this!_ Legolas knew exactly what the young Dwarf meant; knew the Dwarves are on some sort of quest. And yet, this young Dwarf before him has gained the love and protection of his brother to the point the brother would give up everything to save him; including this quest.

Legolas had finally convinced his father to allow them to heal the young Dwarf. He didn't tell his father the true reason why, (he told him it would not do to have their prisoners die when they are trying to get things from them) but if the brother was willing to give up his quest, and his pride, to save him the least he can do is save the dark-haired one. It was long and arduous but they were finally able to succeed in saving his life; and as soon as the young Dwarf awakens, Legolas will give the blonde one what he cherishes over everything else.

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Kili hears movement around him and his body tenses, not knowing who is there. He also realizes the pain is minute compared to what it was, only feeling it in his shoulder. The movement stops and then moves closer to him and Kili readies to defend himself.

"I know you're awake," a light male voice says matter-of-factly. Kili opens his eyes and looks up to see an Elf with long blonde hair looking down at him curiously. Kili doesn't say anything just studies to Elf, not knowing what to think. He wants to know where his brother is but doesn't seem to see him anywhere. The Elf's voice pulls Kili's attention back to him. "You were poisoned by one of the spiders. We healed you."

Kili's eyes widen in surprise but then quickly furrows. Why would they heal him; if he remembers correctly, from what he saw of the company, the Elves had their arrows pointed at the Dwarves.

"Why?" Kili asks, eyeing the Elf just as curiously. The Elf watches him for a moment before answering.

"Your brother asked us," he says, gauging the young Dwarf's reaction; Kili's eyebrows furrow deeper.

"He asked and you just relented? I thought you were taking us prisoner?" Kili asks him, trying to make sense of this whole scenario.

"You are. Your brother is in the dungeons. We will take you to him," the Elf says, turning and walking away from Kili. Kili watches as the Elf halts and then glances over his shoulder at Kili before speaking. "It is clear your brother cares for you above all else."

Kili opens his mouth to say something but the Elf walks out the door before he can. Kili closes his mouth and looks around the room, taking in his surroundings. A noise at the door has him looking back and he sees another elf walk in, a bow and arrows on his back.

"We will take you to your brother now," he asks, moving his hand and arm towards the door. Kili nods his head and sits up, fighting against the groan rising inside him. Kili slowly pushes himself off the bed and warily follows the Elf, noticing another Elf waiting outside the door. As Kili follows the first Elf, the second Elf takes up residence behind him. Kili sighs, hoping things aren't as bad as they seem to be.

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"I'll wager the sun's on the rise. It must be nearly dawn," Bofur says, glancing through the bars up into the sky through the crevice above them.

"We're never going to reach the Mountain are we?" Ori asks, defeat in his voice. Fili is looking out his cell towards where Kili was taken, hoping he sees or hears any sign of his brother, but to no avail. Fili sighs and falls into the wall behind him, his eyes still on the stairs. A sound on the stairs has the company turning their attention to them, Thorin standing up and watching impatiently. Fili's eyes are glued to them in earnest. An Elf appears and behind him, Kili as well as another Elf. Fili jolts up off the wall and moves to the cell door, grabbing the bars, his eyes wide in relief.

"Kili!" he shouts, relief seeping into the syllables. Kili hears his brother's voice and glances around as he slowly descends the stairs. His eyes find his brother up against his cell door, watching him with relief flooded eyes. Kili offers him an encouraging smile and the Elf leads him over to the cell Fili is in. Thorin watches in relief as Kili is led past his cell, catching Kili's eye and giving him a small nod. Kili notices a small smile appear on Thorin's face and offers him one of his own.

"Step back," the Elf orders as they stop in front of Fili's cell and Fili does just that, not wanting to hinder any chance that his brother will be with him in the cell. The Elf opens the door and motions for Kili to enter the small room. Kili glances at the Elf before walking in to the cell and the Elf swiftly shuts it, locking it back up. Kili glances over at his brother, seeing Fili watching him, scrutinizing him. Fili glances behind Kili, seeing the Elves ascend the stairs and disappear. Fili wastes no time and rushes to his brother, pulling him into an embrace, his hands grasping Kili's coat in an iron grip. Kili returns it, burying his face in his brother's shoulder. Fili eventually, with reluctance, pulls away from Kili and his eyes search his brothers.

"You're okay?" Fili asks him, searching for any sign of a lie. Kili nods his head.

"My shoulder hurts but nothing of what it was," Kili explains, relaying the truthfulness of his admonishment through his head. Fili nods his head and Kili looks around them. "We're trapped here. We won't make it to the Mountain in time will we?"

"Not stuck in here you're not," Bilbo's voice quietly sounds. Fili and Kili's heads spin around and the two of them hurry to the door of their cell and peer out, watching as Bilbo quickly unlocks Thorin's cell door. The Dwarves all shout in surprise, glee in their voices. Bilbo looks around at them, his face firm. "Sh! There are guards nearby!"

Fili lets out a sigh of relief. His brother is alive and well and they are getting out of this forsaken place. He couldn't ask for anything more. Fili glances over at Kili, who has a broad smile upon his face. Kili looks over at Fili, his smile growing more causing Fili to return it with one of his own. As Bilbo unlocks their door, Kili can't help but hear the blonde Elf's words echo in his mind.

_It is clear your brother cares for you above all else_.

AN: Please review! Love getting feedback from everyone! Thanks for reading!


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